Common use of Acquisition Right Clause in Contracts

Acquisition Right. (a) In the event the Merger fails to close for any reason, Parent shall promptly provide the Property Information to the Company, and the Company shall be entitled to purchase from Parent, at the Company’s option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in Xxxxx, Xxxxx and Yell Counties in Arkansas. The Company’s failure to notify Parent of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or the preferential purchase rights have not expired or been waived, within ninety (90) days after the initial closing, then the Company may, upon written notice to Parent, terminate its agreement to purchase the Oil and Gas Properties affected thereby. The Company shall pay 50% of the costs incurred by Parent, and be entitled to fifty percent (50%) of the revenues, associated with the operations of such Oil and Gas Properties from the date of purchase by Parent of such Oil and Gas Properties until the closing of the sale of 50% of such Oil and Gas Properties to the Company pursuant to this Section 5.15. The sale of such Oil and Gas Properties by Parent to the Company shall be without representations, warranties or recourse against Parent, provided, however, that the Company shall be subrogated to all warranties and indemnities made by Parent’s predecessors in title relating to such Oil and Gas Properties, except to the extent such warranties and indemnities are not transferable.

Acquisition Right. LMI (aor its written designee) In will have the event right (but not the Merger fails obligation) to close acquire all (but not less than all) of the Class C Shares for total consideration of U.S.$1.00 per Class C Share in cash, subject to adjustment as provided in Section 3(c) (the "Purchase Consideration") at any reason, Parent shall promptly provide time if such acquisition would not result in an Event of Default (the Property Information "Acquisition Right"). LMI (or its written designee) will exercise the Acquisition Right by delivering written notice of exercise (the "Acquisition Notice") to the Companyholder of the Class C Shares and to the Corporation specifying the date on which LMI (or its written designee) will acquire the Class C Shares pursuant to exercise of the Acquisition Right, which will be not less than five Business Days or more than ten Business Days after the date of the Acquisition Notice unless LMI (or its written designee), the holder of the Class C Shares, and the Company shall be entitled to purchase from Parent, at the Company’s option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties Corporation otherwise agree (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in Xxxxx, Xxxxx and Yell Counties in Arkansas. The Company’s failure to notify Parent of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or the preferential purchase rights have not expired or been waived, within ninety (90) days after the initial closing, then the Company may, upon written notice to Parent, terminate its agreement to purchase the Oil and Gas Properties affected thereby. The Company shall pay 50% of the costs incurred by Parent, and be entitled to fifty percent (50%) of the revenues, associated with the operations of such Oil and Gas Properties from the date of purchase by Parent of such Oil and Gas Properties until the closing of the sale of 50% of such Oil and Gas Properties to the Company pursuant to this Section 5.15. The sale of such Oil and Gas Properties by Parent to the Company shall be without representations, warranties or recourse against Parent, "Acquisition Date"); provided, however, that (i) if the Company shall Corporation notifies LMI (or its written designee) at any time prior to the Acquisition Date that exercise of the Acquisition Right at that time would result in an Event of Default, then the Acquisition Notice will be subrogated deemed to all warranties be rescinded and indemnities made by Parent’s predecessors void ab initio, and (ii) if the Corporation delivers a Repurchase Notice at any time prior to the Acquisition Date, such Repurchase Notice will supercede the Acquisition Notice and the Acquisition Notice will be deemed to be rescinded and void ab initio. On the Acquisition Date, the holder of the Class C Shares will deliver any certificates evidencing the Class C Shares to LMI (or its written designee), duly endorsed for transfer in title relating to such Oil blank or with duly executed stock powers, free and Gas Propertiesclear of any liens, claims, or encumbrances of any kind, except pursuant to this Agreement, and LMI (or its written designee) will deliver the Purchase Consideration to the extent such warranties and indemnities are not transferableholder of the Class C Shares.

Acquisition Right. (a) In the event the Merger fails to close for any reason, Parent shall promptly provide the Property Information to the Company, and the Company shall be entitled to purchase from Parent, at the Company’s 's option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in XxxxxScott, Xxxxx Logan and Yell Counties in Arkansas. The Company’s 's failure to notify Parent nxxxxx Xxxxxx of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or the preferential purchase rights have not expired or been waived, within ninety (90) days after the initial closing, then the Company may, upon written notice to Parent, terminate its agreement to purchase the Oil and Gas Properties affected thereby. The Company shall pay 50% of the costs incurred by Parent, and be entitled to fifty percent (50%) of the revenues, associated with the operations of such Oil and Gas Properties from the date of purchase by Parent of such Oil and Gas Properties until the closing of the sale of 50% of such Oil and Gas Properties to the Company pursuant to this Section 5.15. The sale of such Oil and Gas Properties by Parent to the Company shall be without representations, warranties or recourse against Parent, provided, however, that the Company shall be subrogated to all warranties and indemnities made by Parent’s predecessors in title relating to such Oil and Gas Properties, except to the extent such warranties and indemnities are not transferable.to

Acquisition Right. (a) In the event the Merger fails to close for any reason, Parent shall promptly provide the Property Information to the Company, and the Company shall be entitled to purchase from Parent, at the Company’s option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in Xxxxx, Xxxxx and Yell Counties in Arkansas. The Company’s failure to notify Parent of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or the preferential purchase rights have not expired or been waived, within ninety (90) days after the initial closing, then the Company may, upon written notice to Parent, terminate its agreement to purchase the Oil and Gas Properties affected thereby. The Company shall pay 50% of the costs incurred by Parent, and be entitled to fifty percent (50%) of the revenues, associated with the operations of such Oil and Gas Properties from the date of purchase by Parent of such Oil and Gas Properties until the closing of the sale of 50% of such Oil and Gas Properties to the Company pursuant to this Section 5.15. The sale of such Oil and Gas Properties by Parent to the Company shall be without representations, warranties or recourse against Parent, provided, however, that the Company shall be subrogated to all warranties and indemnities made by Parent’s predecessors in title relating to such Oil and Gas Properties, except to the extent such warranties and indemnities are not transferable.to

Acquisition Right. LMI (aor its written designee) In will have the event right (but not the Merger fails obligation) to close acquire all (but not less than all) of the Class B Shares for total consideration of U.S.$1.00 per Class B Share in cash, subject to adjustment as provided in Section 3(c) (the "Purchase Consideration") at any reason, Parent shall promptly provide time if such acquisition would not result in an Event of Default (the Property Information "Acquisition Right"). LMI (or its written designee) will exercise the Acquisition Right by delivering written notice of exercise (the "Acquisition Notice") to the Companyholder of the Class B Shares and to the Corporation specifying the date on which LMI (or its written designee) will acquire the Class B Shares pursuant to exercise of the Acquisition Right, which will be not less than five Business Days or more than ten Business Days after the date of the Acquisition Notice unless LMI (or its written designee), the holder of the Class B Shares, and the Company shall be entitled to purchase from Parent, at the Company’s option exercisable by written notice to Parent within thirty days after receipt of the Property Information, fifty percent (50%) of any Oil and Gas Properties Corporation otherwise agree (the value of which exceeds $1,000,000, in which Parent does not hold any interest as of the date of this Agreement) which Parent acquired or entered into a contract or agreement to acquire during the period from the date of this Agreement until the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have an option to acquire any of the Oil and Gas Properties in the Flower Prospect in Xxxxx, Xxxxx and Yell Counties in Arkansas. The Company’s failure to notify Parent of its election within such thirty (30) day period shall be deemed an election not to exercise the option. If the Company timely exercises such option, the purchase price for the Oil and Gas Properties to be acquired by the Company pursuant to such option, shall be in an amount equal to fifty percent (50%) of the amount paid by Parent for the Oil and Gas Properties of Parent that are subject to such option based on the value allocated to such Oil and Gas Properties in the purchase by Parent (including all reasonable expenses incurred in connection with such purchase, and adjusted to reflect the economic effective date of the purchase by the Company) in cash. Subject to receipt of required third party consents (other than governmental consents customarily obtained post-acquisition) and waiver or expiration of applicable preferential purchase rights, such purchase by the Company from Parent shall close within ten (10) days after the Company timely delivers its written notice of intent to purchase to Parent. In the event any portion of the offered Oil and Gas Properties are subject to third party consents which have not been obtained, or preferential purchase rights which have not expired or been waived, prior to the scheduled closing date, then the parties shall proceed to closing as to the unaffected Oil and Gas Properties only, and closing on the Oil and Gas Properties that are affected by such preferential purchase rights and/or consents shall be delayed until such consents have been obtained and such preferential rights have expired or been waived. In the event such consents have not been obtained, or the preferential purchase rights have not expired or been waived, within ninety (90) days after the initial closing, then the Company may, upon written notice to Parent, terminate its agreement to purchase the Oil and Gas Properties affected thereby. The Company shall pay 50% of the costs incurred by Parent, and be entitled to fifty percent (50%) of the revenues, associated with the operations of such Oil and Gas Properties from the date of purchase by Parent of such Oil and Gas Properties until the closing of the sale of 50% of such Oil and Gas Properties to the Company pursuant to this Section 5.15. The sale of such Oil and Gas Properties by Parent to the Company shall be without representations, warranties or recourse against Parent, "Acquisition Date"); provided, however, that (i) if the Company shall Corporation notifies LMI (or its written designee) at any time prior to the Acquisition Date that exercise of the Acquisition Right at that time would result in an Event of Default, then the Acquisition Notice will be subrogated deemed to all warranties be rescinded and indemnities made by Parent’s predecessors void ab initio, and (ii) if the Corporation delivers a Repurchase Notice at any time prior to the Acquisition Date, such Repurchase Notice will supercede the Acquisition Notice and the Acquisition Notice will be deemed to be rescinded and void ab initio. On the Acquisition Date, the holder of the Class B Shares will deliver any certificates evidencing the Class B Shares to LMI (or its written designee), duly endorsed for transfer in title relating to such Oil blank or with duly executed stock powers, free and Gas Propertiesclear of any liens, claims, or encumbrances of any kind, except pursuant to this Agreement, and LMI (or its written designee) will deliver the Purchase Consideration to the extent such warranties and indemnities are not transferableholder of the Class B Shares.